Pearl River Capital LLC

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with
    providing advisory services to its Clients. The Adviser may enter into different fee
    arrangements on a Client-by-Client basis.

    Management Fees. The fees and expenses are based on a negotiated fee schedule
    detailed in the Investment Management Agreement with each Client. Generally, the
    Adviser will not be entitled to a management fee, commonly identified as a percentage
    of the Client’s assets under management.

    Performance Allocation. The Adviser is entitled to a performance-based fee of the
    net profits at the end of each performance period (defined in the respective Investment
    Management Agreements with each Client), generally ranging from 22.5 to 32.5% of
    net profits (the “Performance Allocation”), with the ability to earn additional bonus
    fees (the “Bonus Fees”) at the end of each performance period equal up to 10% of net
    profits earned in the Client accounts. These fees are negotiated with the Clients and are
    detailed in the respective Investment Management Agreements.
    Special Payments and Other Fees. The Adviser, from time to time, may be entitled to
    additional fees paid from Client accounts. Certain of these fees are fixed amounts that
    may be paid to the Adviser if any accrued performance-based fees are less than a
    certain amount pursuant to the Adviser’s investment management agreement with the
    Clients. Special Payments are paid at the end of each performance period.

    Direct Client Expenses. Clients are responsible for all above line and below line
    expenses (as set forth in the Adviser’s annual budget) related to their operations and
    activities, including all expenses associated with its investment portfolio. Certain
    expenses may be applied against any net profits or Performance Allocations or Bonus
    Fees earned by the Adviser.

B. Performance Allocations, Bonus Fees, and Special Payments from the Clients are
    deducted directly from the Client’s capital and are payable in arrears on an annual basis.
    Other Fees may be payable in advance under limited circumstances pursuant to the
    Client’s investment management agreement.

C. Clients will incur brokerage and other transaction costs. Item 12 of this brochure
    discusses how the Adviser selects brokers and determines the reasonableness of their
    compensation. The direct expenses borne by each Client are described in more full
    detail in each Client’s Offering Documents and Investment Management Agreements.

D. As mentioned above, any fees payable to the Adviser are payable in arrears on an
    annual basis.

E. Other than as described above, neither the Adviser nor any of its supervised persons
    receive any compensation from the sale of securities or other investment products.

Item 7 - Types of Clients

The Adviser provides investment sub-advisory services to private investment funds for
sophisticated, qualified investors.

Acceptance of Fund and sub-advisory account relationships is determined on a case-by-case
basis.